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DocuSign Envelope ID:8F6AD7AB-CE9D-40C4-B5FA-6FCBA99F62F3
<br /> grants entered into by State agencies or political below,and the Contractor's subcontractors,complies wit
<br /> subdivisions. the requirements of Article 2 of Chapter 64 of the N
<br /> General Statutes.
<br /> Record Retention: Records shall not be destroyed,purged
<br /> or disposed of without the express written consent of the Miscellaneous
<br /> Division. State basic records retention policy requires all
<br /> grant records to be retained for a minimum of five years or Choice of Law: The validity'of th is contract and any of it
<br /> until all audit exceptions have been resolved,whichever is temis or provisions, as well as the rights and duties of th
<br /> longer. If the contract is subject to federal policy and parties to this contract, are governed by the laws of Nortn
<br /> regulations,record retention may be longer than five years Carolina. The Contractor, by signing this contract, agree.
<br /> since records must be retained for a period of three years and submits,solely for matters concerning this Contract,tâ–
<br /> following submission of the final Federal Financial Status the exclusive jurisdiction of the courts of North Carotin,
<br /> Report, if applicable, or three years following the and agrees, solely for such purpose, that the exclusiv,
<br /> submission of a revised final Federal Financial Status venue for any legal proceedings shall be Orange Count ,
<br /> Report. Also, if any litigation, claim, negotiation, audit, North Carolina. The place of this contract and all
<br /> disallowance action,or other action involving this Contract transactions and agreements relating to it, and their situ.
<br /> has been started before expiration of the five-year retention and forum,shall be Orange County,North Carolina,wher
<br /> period described above,the records must be retained until all matters,whether sounding in contract or tort,relating ti
<br /> completion of the action and resolution of all issues which the validity,construction, interpretation,and enforceme
<br /> arise from it,or until the end of the regular five-year period shall be determined.
<br /> described above, whichever is later. The record retention
<br /> period for Temporary Assistance for Needy Families Amendment: This contract may not be amended orally o
<br /> (TAN F) and MEDICAID and Medical Assistance grants by performance. Any amendment must be made in wittel
<br /> and programs must be retained for a minimum often years. form and executed by duly authorized representatives of
<br /> the County and the Contractor.
<br /> Warranties and Certifications
<br /> Severability: In the event that a court of competen
<br /> Date and Time Warranty: The Contractor warrants that jurisdiction holds that a provision or requirement of thi.
<br /> the product(s) and service(s) furnished pursuant to this contract violates any applicable law, each such provisiofl
<br /> contract("product"includes,without limitation,any piece or requirement shall continue to be enforced to the extent
<br /> of equipment,hardware,firmware,in iddleware,custom or is not in violation of law or is not otherwise unenforceabl
<br /> commercial software,or internal components,subroutines, and all other provisions and requirements of this contra.
<br /> and interfaces therein) that perform any date and/or time shall remain in full force and etTect,
<br /> data recognition function, calculation, or sequencing will
<br /> support a four digit year format and will provide accurate Headings: The Section and Paragraph headings in thes,'
<br /> date/time data and leap year calculations. This warranty General Terms and Conditions are not material parts of th'
<br /> shall survive the termination or expiration of this contract. agreement and should not be used to construe the mean in;:.
<br /> thereof.
<br /> Certification Regarding Collection of Taxes: G.S. 143-
<br /> 59.1 bars the Secretary of Administration from entering Time of the Essence: Time is of the essence in fin,.
<br /> into contracts with vendors that meet one ofthe conditions performance of this contract.
<br /> of G.S. 105-164.8(b)and yet refuse to collect use taxes on
<br /> sales of tangible personal property to purchasers in North Key Personnel: The Contractor shall not replace any of
<br /> Carolina. The conditions include: (a) maintenance of a the key personnel assigned to the performance of thi.
<br /> retail establishment or office; (b) presence of contract without the prior written approval of the Count .
<br /> representatives in the State that solicit sales or transact The term "key personnel" includes any and all person
<br /> business on behalf of the vendor; and (c) systematic identified as such in the contract documents and any othe
<br /> exploitation of the market by media-assisted, media- persons tibsequently identified as key personnel by th
<br /> facilitated, or media-solicited means. The Contractor written agreement of the parties.
<br /> certifies that it and all of its affiliates (if any) collect all
<br /> required taxes. Care of Property: The Contractor agrees that it shall bo
<br /> responsible for the proper custody and care of any propert
<br /> E-Verify furnished to it for use in connection with the performanc,
<br /> of this contract and will reimburse the County for loss o ,
<br /> Pursuant to G.S. 143-48.5 and G.S. 147-33.95(g), the or damage to, such property. At the termination of thi;
<br /> undersigned hereby certifies that the Contractor named contract, the Contractor shall contact the County fo
<br /> General Terms and Conditions—(06/16) Page 4 of
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